UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                   FORM 8-K

                                CURRENT REPORT

    PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



        Date of report (Date of earliest event reported):  MAY 14, 1997


                            NEWPARK RESOURCES, INC.
            ------------------------------------------------------
            (Exact name of registrant as specified in its charter)

         DELAWARE                        1-2960              72-1123385
- ---------------------------            -----------        -------------------
(Sate or other jurisdiction            (Commission          (IRS Employer
    of incorporation)                  File Number)       Identification No.)

     3850 NORTH CAUSEWAY, SUITE 1770
          METAIRIE, LOUISIANA                                   70002
- ----------------------------------------                      ---------- 
(Address of principal executive offices)                      (Zip Code)


      Registrant's telephone number, including area code:  (504) 838-8222

 
ITEM 5. OTHER EVENTS.

        On May 14, 1997, the stockholders of Newpark Resources, Inc., a Delaware
corporation ("Newpark"), approved amendments to Newpark's Certificate of 
Incorporation to effect a two-for-one split of Newpark's issued and outstanding 
shares of Common Stock and to increase the aggregate number of shares of Common 
Stock that Newpark is authorized to issue from 20,000,000 to 80,000,000.  The 
amendment to the Certificate of Incorporation (the "Amendment") will become 
effective on May 30, 1997 (the "Effective Date").  Stockholders of record as of 
the close of business on the Effective Date will receive, as soon as practicable
after the Effective Date, an additional stock certificate representing one share
of Newpark Common Stock for each share held immediately prior to the stock 
split.  Newpark currently anticipates distribution of the additional shares to 
be made on or about June 20, 1997.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

(c)  Exhibits.

     1.  Form of Certificate of Amendment of Certificate of Incorporation of the
         registrant, dated May 20, 1997.

                                  SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the 
registrant has duly caused this report to be signed by the undersigned hereunto 
duly authorized.

                                            NEWPARK RESOURCES, INC.


                                                 /s/ James D. Cole
Dated:  May 20, 1997                        By: ___________________________
                                                James D. Cole, Chairman of the 
                                                Board, President and 
                                                Chief Executive Officer



                                       2

 
                          CERTIFICATE OF AMENDMENT OF
                        CERTIFICATE OF INCORPORATION OF
                            NEWPARK RESOURCES, INC.

     MATTHEW W. HARDEY AND EDAH KEATING hereby certify that:

     1.  They are the Chief Financial Officer and Secretary, respectively, of 
NEWPARK RESOURCES, INC., a Delaware corporation (the "Corporation").

     2.  The Corporation filed its original Certificate of Incorporation with 
the Delaware Secretary of State on June 3, 1988, and filed a Certificate of 
Amendment of Certificate of Incorporation with the Delaware Secretary of State 
on July 6, 1995 (as amended, the "Certificate of Incorporation").

     3.  Paragraph A of Article FOURTH of the Certificate of Incorporation of 
the Corporation is amended in its entirety to read as follows:

              "FOURTH:  A.  The corporation is authorized to issue two
          classes of shares to be designated, respectively, "Preferred
          Stock" and "Common Stock."  The total number of shares of which
          this corporation shall have authority to issue is Eighty-One 
          Million (81,000,000), of which One Million (1,000,000) shares
          shall be Preferred Stock and Eighty Million (80,000,000) shares
          shall be Common Stock.  The Preferred Stock and the Common Stock
          shall each have a par value of $.01 per share.  Upon Amendment 
          of this paragraph A, each issued share of the Common Stock of 
          the corporation, including the shares of such Common Stock held
          by the corporation as treasury stock, if any, is hereby subdivided 
          into two (2) shares of Common Stock, $.01 par value per share."

     4.  The foregoing Certificate of Amendment of Certificate of Incorporation 
has been duly approved and adopted by the Board of Directors of the Corporation 
pursuant to Section 242 of the Delaware General Corporation Law and has been 
duly approved and adopted by the stockholders of the Corporation, pursuant to 
Section 242 of the Delaware General Corporation Law, at the 1997 annual meeting 
of stockholders of the Corporation.

     5.  The foregoing Certificate of Amendment of Restated Certificate of 
Incorporation shall become effective on May 30, 1997.



Dated:  May 20, 1997                        ____________________________________
                                            MATTHEW W. HARDEY, 
                                            Chief Financial Officer


                                            ____________________________________
                                            EDAH KEATING,
                                            Secretary